Cobham Regulatory News (COB)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

29 October 2019

RECOMMENDED CASH ACQUISITION

of

Cobham plc ("Cobham")by

AI Convoy Bidco Limited ("Bidco")an indirect subsidiary of funds managed byAdvent International Corporation

Update on Regulatory Approvals

On 25 July 2019 the boards of Bidco and Cobham announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Cobham by Bidco (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") which was contained in a document sent to the ordinary shareholders of Cobham on 21 August 2019 (the "Scheme Document").

On 16 September 2019 the Scheme was approved by the Scheme Shareholders at the Court Meeting and the special resolution to implement the Scheme was passed by the Cobham shareholders at the General Meeting.

Update on EC, US and Finnish Regulatory Approvals

Bidco and Cobham are pleased to confirm that the European Commission has today published confirmation that it has unconditionally cleared the Acquisition in accordance with Article 6(1)(b) of Council Regulation (EC) No 139/2004 (as amended).

In addition, Bidco and Cobham confirm that the US Federal Trade Commission has granted early termination of the applicable waiting period under the Hart-Scott-Rodino Anti-trust Improvements Act of 1976 (as amended) and the Finnish Ministry of Economic Affairs and Employment has unconditionally confirmed the Acquisition in accordance with Article 4 of the Act on the Monitoring of Foreign Corporate Acquisitions in Finland (172/2012).

Shonnel Malani, Managing Director, Advent International commented:

"We welcome the approval from the European Commission, US Federal Trade Commission and Finnish Ministry of Economic Affairs and Employment for the acquisition of Cobham plc. Advent continues to be positively engaged with the UK Government to demonstrate its commitment to providing assurances which reflect good custodianship of Cobham."

Words and expressions not defined in this announcement shall have the meaning given to them in the Scheme Document.

Enquiries:

Important Notices

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Bidco and Advent and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein.

Citigroup Global Markets Limited ("Citigroup"), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Bidco and Advent and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Credit Suisse, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser exclusively for Bidco and Advent and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than Bidco and Advent for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Cobham and for no one else in connection with the Acquisition and any other matters referred to in this Announcement. BofA Securities will not be responsible to anyone other than Cobham for providing the protections afforded to clients of BofA Securities or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

J.P. Morgan Securities plc, which conducts its United Kingdom investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove is acting as financial adviser exclusively for Cobham and no one else in connection with the Acquisition and any other matters referred to in this Announcement, and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Cobham for providing the protections afforded to financial advisory clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Cobham and for no one else in connection with the Acquisition and any other matters set out in this Announcement. Rothschild & Co will not regard any other person as its client in relation to the Acquisition or any other matter set out in this Announcement, and will not be responsible to anyone other than Cobham for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Cobham Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.cobhaminvestors.com by no later than 12 noon (London time) on the business day following the date of this announcement.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.